Brigade Hotel Ventures Ltd Directors Report

Dear Members,

We have pleasure in presenting the Eighth Annual Report on the business and operations of the
Company together with the Audited Statement of Accounts for the financial year ended
31^st March 2024.

FINANCIAL HIGHLIGHTS:

(Amount in Rupees Lakhs)

Particulars	2023-24	2022-23	2023-24	2022-23
	Standalone	Standalone	Consolidated	Consolidated
Total Income	34,609	30,472	40,485	35,641
Total Expenses	32,027	32,227	37,277	37,195
Profit/(Loss) before exceptional items and tax	2,582	(1,755)	3,208	(1,554)
Exceptional Items	0	(1,100)	0	(1,100)
Profit/Loss before tax	2,582	(655)	3,208	(454)
Current Tax	~	-	-	-
Deferred tax	722	(195)	94	(145)
Profit/(Loss) After tax	1,860	(460)	3,114	(309)
Other Comprehensive Income	4	11	7	15
Total Comprehensive Income/Loss	1,864	(449)	3,121	(294)

FINANCIAL &. OPERATIONAL OVERVIEW:

During the year under review, the Company on a standalone basis had clocked a total revenue of
Rs. 34,609 lakhs as against Rs. 30,472 lakhs in the previous year, an increase of 13.58%. The
consolidated revenue of the Company stood at Rs. 40,485 Lakhs during the year 2023-24 as against
35,641 Lakhs during the previous year. The increase in the revenue is due to the overall growth in the
hospitality business due to the increase in occupancy and the average room rates across hotels
operated by the Company.

The total expenditure for the year ended 31^st March 2024 stood at Rs. 32,027 as against
Rs. 32,227 lakhs in the previous year. The consolidated expenditure incurred by the Company during
the year 2023-24 stood at 37,277 Lakhs as against Rs. 37,195 Lakhs during the previous financial year.
The total comprehensive income on a standalone basis for the year ended 31^st March 2024 stood at
Rs. 1,864 lakhs as compared to a loss of Rs. (449) Lakhs in the previous year ended 31^st March 2023.
The total comprehensive income on a consolidated basis stood at Rs. 3,121 Lakhs as against a loss of
Rs. (294) Lakhs during the previous year.

We expect the Company to continue its growth in the near future.

Your Company along with its subsidiary has a total of 8 operating hotels located in Bengaluru, Mysuru,
Chennai, Kochi and SIFT City and has a total of 1474 keys which are operational as on 31^st N\arch 2024.
The average occupancy during the year was 71%. The average gross operating profit during the financial
year 2024 stood at Rs. 15,604 Lakhs.

SUBSIDIARIES AND ASSOCIATES:

The Company is a Wholly Owned Subsidiary of Brigade Enterprises Limited. SRP Prosperita Hotel
Ventures Ltd is a subsidiary of the Company. There are no associate companies as on 31^st March 2024.

FINANCIAL STATEMENTS OF SUBSIDIARIES:

A statement containing the salient features of the financial statements of subsidiary company as
required in Form AOC-1 is attached as Annexure-1 to this Report.

TRANSFER TO RESERVES & DIVIDEND:

The Company has not transferred any amount to reserves or declared any dividend for the year under
review.

FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules, 2014, during the year and accordingly, no amount is
outstanding as on the Balance Sheet date.

SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year.

The paid-up share capital of the Company is Rs. 2,81,43,00,000/- (Rupees Two Hundred and Eight One
Crores Forty-Three Lakhs only) comprising of:

• Rs. 1,00,00,000 (Rupees One Crore Only) divided into 10,00,000 equity Shares of Face Value
of Rs. 10/- each.

• Rs. 2,80,43,00,000 (Rupees Two Hundred and Eight Crores Forty-Three Lakhs only) divided
into 2,80,43,000 0.01% Optionally Convertible Redeemable Preference Shares (OCRPS) of
Rs. 100/- each.

The Shareholders at the Extra ordinary General Meeting of the Company held on 10^th May, 2024 had
approved the conversion of 2,80,43,000 0.01% Optionally Convertible Redeemable Preference Shares
of Rs. 100/- each into 28,04,30,000 Equity Shares of Rs. 10/- each.

Post the conversion, the paid up capital of the Company stood at Rs. 2,81,43,00,000/- divided into
28,14,30,000 Equity Shares of Rs. 10/- each.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company
does not have any outstanding Debentures.

BOARD OF DIRECTORS:

The Board of Directors of the Company comprises of 5 directors of which all are Non-Executive
Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013.

SI. Name of the Director No.	Designation
1 Ms. Nirupa Shankar	Non-Executive Director
2 Mr. Amar Shivram Mysore	Non-Executive Director
3 Mr. Vineet Verma	Non-Executive Director
4 Mr. Anup Shah	Non-Executive Independent Director
5. Mr. Bijou Kurien	Non-Executive Independent

During the year, Mr. Bijou Kurien (DIN: 01802995) and Mr. Anup S Shah (DIN: 00317300) were
appointed as Non-executive Independent Directors of the Company for a period of 5 years with effect
from 28^th March, 2024.

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e)
of the Companies Act, 2013, Ms. Nirupa Shankar (DIN : 02750342) Director of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Further, Ms. Jyoti Narang, was appointed as Additional Director of the Company in the non-executive
independent capacity with effect from 10^th May, 2024. She will be inducted as Non-Executive
Independent Director on the Board of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act
2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 6 (Six) times on the following
dates:

Dates on which Board Meetings were Held	Total Strength of the Board	No of Directors Present
11th May, 2023	3 (Three)	3 (Three)
21st July, 2023	3 (Three)	3 (Three)
27th September, 2023	3 (Three)	3 (Three)
25th October, 2023	3 (Three)	2(Two)
25th January, 2024	3 (Three)	3 (Three)
7th March, 2024	3 (Three)	3 (Three) i
28th March, 2024	5 (Five)	3 (Three)

-ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND THE SEVENTH ANNUAL GENERAL
MEETING:

The Board of Directors of the Company have attended the Board Meetings and the Seventh Annual
General Meeting, the details of which are as follows:

Name of the Directors	Board meetings attended in the financial year 2023-24	Attendance in the Seventh Annual General Meeting held on 10th July, 2023
Ms. Nirupa Shankar	6 (Six)	Yes
Mr. Vineet Verma	7 (Seven)	Yes
Mr. Amar Shivram Mysore	7 (Seven)	Yes
Mr. Anup S Shah*	-	NA
Mr. Bijou Kurien*	-	NA

* Mr. Anup S Shah and Mr. Bijou Kurien were appointed as Independent Directors of the Company
with effect from 28^th March, 2024

AUDIT COMMITTEE:

During the year 2023-24, the Audit Committee met 4 times. The dates on which the said meetings
were held are as follows:

11^th May, 2023
21^st July, 2023
25^th October, 2023
25^th January, 2024

The composition of the Audit Committee and the details of meetings attended by its members are
given below:

SI. No. Name of the Directors		Designation		No. of Committee Meetings during the year 2023-24
				Held		Attended
1 Mr. Vineet Verma		Chairman		4(Four)		4(Four)
2 Ms. Nirupa Shankar		Member		4(Four)		3 (Four)
3 Mr. Ananda Natarajan	Member		4(Four)		4 (Four)
4 Mr. Amar Shivram Mysore	Member		4(Four)		4(Four)

The Company Secretary acts as the Secretary of the Committee.

NOMINATION & REMUNERATION (NRC) COMMITTEE:

During the year 2023-24, the Nomination and Remuneration Committee met 2 times. The dates on
which the said meetings were held are as follows:

11^th May, 2023
25^th January, 2024

The composition of the Nomination and Remuneration Committee and the details of meetings attended
by its members are given below:

Name of the Committee Member	Designation	No. of Committee Meetings during the year 2023-24
		Held	Attended
Mr. Vineet Verma	Chairman	2	2
Ms. Nirupa Shankar	Member	2	2
Mr. Amar Shivram Mysore	Member	2	2
Mr. Ananda Natarajan	Member	2	2

The Company Secretary acts as the Secretary of the Committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the Members at Annual General Meetings in accordance

with the provisions of the Companies Act, 2013 and the rules made thereunder.

There is no remuneration paid to any directors and the directors are not entitled for any sitting fees

for attending the meetings of the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirm that:

a) in the preparation of the annual financial statements for the year ended 31^st Inarch 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) there are proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Parekh Niddhi R has resigned from the position of Company
Secretary with effect from 8^th April 2023 and Ms. P Shivaleela Reddy, was appointed as the
Company Secretary of the Company with effect from 1^st June, 2023.

Mr. Arindam Mukherjee, Manager, resigned effective 25^th January 2024. The Company has appointed
Mr. Rayan Aranha as Manager of the Company with effect from 26^th January, 2024.

As on date of this report, Mr. Anand Natarajan, Chief Financial Officer and Mr. Rayan Aranha, Manager
and Ms. P Shivaleela Reddy, Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of Section 203 of the Companies Act, 2013.

ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013, a copy of the Annual Return of the Company
for the period 31^st March 2024 is uploaded on the Holding Companys website under the following link:
www.briaadearoup.com.

PARTICULARS OF EMPLOYEES:

The Company has 927 employees as on 31^st March 2024. There are no employees in the Company who
are in receipt of remuneration in excess of the limits prescribed in section 134 of the companies Act,
2013 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the year. None of the Directors have received any remuneration for
attending the Board and Committee Meetings.

STATUTORY AUDITORS:

The Members of the Company at the Sixth Annual General Meeting held on 28^th July, 2022 approved
the re-appointment of M/s. S. R. Bat I i bo i & Associates LLP, Chartered Accountants (Registration No.
101049W/E300004), Statutory Auditors of the Company for a further period of 5 years i.e., from the
conclusion of the Sixth Annual Genera I Meeting till the conclusion of Eleventh Annual General Meeting

of the Company, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS;

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES;

The related party transactions undertaken during the financial year 2023-24 as detailed in the notes
to accounts of the financial Statements which have been carried out at arms length basis and in the
normal course of business.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its committees and of individual Directors of the
Company for the Financial Year 2023-24 has been made as per the provisions of Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors of the Company have
appointed Mr. K. Rajshekar, Practicing Company Secretary (CP No. 2468) to conduct the Secretarial
Audit for the financial year 2023-24 and his Report on Companys Secretarial Audit is appended as
Annexure-2 to this Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any
explanation from the Board of Directors.

MATERIAL CHANGES AND COMMITMENTS;

There were no material changes and commitments for the period under review, which significantly
affects the financial position of the Company.

SIGNIFICANT OR MATERIAL ORDERS:

During the financial year under review, no significant and material Orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in
the future.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate internal financial control systems in place with reference to the financial
statements.

During the year under review, these controls were evaluated, and no significant weakness was identified
either in the design or operation of the controls.

RISK MANAGEMENT:

The Board of Directors have been entrusted with the responsibility for establishing policies to monitor
and evaluate risk management systems of the Company. The Board reviews the same in the Board
meetings regularly and the Internal Audit exercise aids the Board in this evaluation exercise.

The business risks identified are reviewed and a detailed action plan to mitigate identified risks is
drawn up and its implementation monitored. The key risks and mitigation actions will also be placed
before the Board of Directors of the Company on a periodic basis.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company as on
31^st March 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

A. CONSERVATION OF ENERGY:

The Company is engaged in the service sector and has limited energy consumption requirements,
However, the company is focusing on optimization of its energy consumption levels.

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has total foreign earnings of Rs. 86,90,12,062/- and foreign
outgoings of Rs. 15,51,95,062/-.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has
framed a policy and constituted a "Internal Committee" for prevention and redressal of complaints on
sexual harassment of women at workplace in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As a part of Whistle Blower Policy, the Holding Company i.e. Brigade Enterprises Limited has framed a
policy for the Brigade Group as part of vigil mechanism for observing the conduct of Directors and
employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the
Companys Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee
of Holding Company. This mechanism also provides for adequate safeguards against victimization who
avail the mechanism.

OTHER DISCLOSURES:

• Company has complied with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India for the financial year ended 31^st March 2024.

• Pursuant to Section 148(1) of the Companies Act, 2013, the Company is not required to maintain
any cost records.

• No frauds were reported by the Auditors as specified under Section 143 of the Companies
Act 2013 for the financial year ended 31^st March 2024.

• There is no change in the nature of the business of the Company.

• There are no differential voting rights shares issued by the Company.

• There were no sweat equity shares issued by the Company.

• There are no Corporate Insolvency proceedings initiated against the company under Insolvency
and Bankruptcy Code, 2016 (IBC).

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to all the stakeholders for their continued
support and patronage.

By Order of the Board

For Brigade Hotel Ventures Limited

 

Nirupa Shankar	4* Vineet Verma
Director	Director
DIN:02750342	DIN: 06362115

 

Place: Bangalore

Date: 21st May, 2024